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Disclosure periods in nondisclosure agreements – how long?

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(Adapted from the General Counsel Notebook section on confidentiality provisions.)

{ 2 comments… add one }
  • Jeff G 2009-07-19, 18:47

    Interesting. I usually don’t want to have to bother with renewing NDAs. So if it’s with a long-standing opponent, I’ll make it perpetual (or just be silent on the term). If it’s with someone new, and I really don’t know them, I’ll but a 3-5 year term on it, but limit the scope of what’s covered.

    More important to me, though, is how long the information disclosed is going to STAY confidential. That’ll be a post for another day. :)

  • DCT 2009-07-20, 06:30

    Thanks for the comment, Jeff. I tweaked the main text to indicate that a one-year disclosure period is typical for pre-sale NDAs where the vendor will be obtaining customer confidential information. If the sale doesn’t go through, the vendor doesn’t want to be on the hook for subsequently-disclosed information; on the other hand, if the sale does go through, the final agreement (e.g., an enterprise software license agreement) will usually contain a confidentiality section of its own to supersede the NDA.

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